10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2015

o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

FOR THE TRANSITION PERIOD FROM ___________ TO _____________.

Commission file number: 333-141907

ROADSHIPS HOLDINGS, INC.

(Exact name of registrant as specified in its charter)

Delaware	20-5034780
(State or other Jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

1846 e. Innovation Park Drive, Oro Valley, AZ 85755

(Address of principal executive offices)

(520) 318-5578

(Registrant’s telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes o No x

Indicate by check mark whether the registrant is a large accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	o	Accelerated filer	o
Non-accelerated filer	o	Smaller reporting company	x
(do not check if a smaller reporting company)

Indicate by check mark whether the registrant is a shell company (as defined in rule 12b-2 of the Exchange Act). Yes o No x

The number of shares of the registrant’s common stock outstanding as of August 21, 2015, was 2,987,633,430.

ROADSHIPS HOLDINGS, INC.

FORM 10-Q

INDEX

PART I – FINANCIAL INFORMATION		3
Item 1 –	Consolidated Financial Statements	3
Item 2–	Management’s Discussion And Analysis Of Financial Condition And Results Of Operations	13
Item 3 –	Quantitive And Qualitative Disclosures About Market Risk	15
Item 4 –	Controls and Procedures	15
PART II – OTHER INFORMATION		16
Item 1 –	Legal Proceedings	16
Item 1A –	Risk Factors	16
Item 2 –	Unregistered Sale of Equity Securities	16
Item 3 –	Defaults Upon Senior Securities	16
Item 4 –	Mine Safety Disclosures	16
Item 5 –	Other Information	16
Item 6 –	Exhibits	17
Signatures		18

2

PART I – FINANCIAL INFORMATION

ITEM 1 – CONSOLIDATED FINANCIAL STATEMENTS

ROADSHIPS HOLDINGS, INC.

CONSOLIDATED BALANCE SHEETS

	3/31/15 (Unaudited)			12/31/14 (Audited)
ASSETS
Current assets:
Cash	$	-		$	407
Total current assets
Non-current assets:
Property, plant and equipment, net of accumulated depreciation of $123,649 and $123,245 as of March 31, 2015 and December 31, 2014, respectively		7,556			7,960
TOTAL ASSETS	$	7,556		$	8,367
LIABILITIES
Accounts payable and accrued expenses	$	84,913		$	38,924
Bank overdraft		150			-
Accounts payable - related party		587			556
Accrued interest – related party		3,066			329
Loans from related parties		201,462			187,745
Short-term notes payable		16,921			4,063
Total current liabilities		307,099			231,617
TOTAL LIABILITIES		307,099			231,617
STOCKHOLDERS' DEFICIT
Series A Convertible Preferred Stock, par value $0.0001. 4 shares authorized, zero and 1 share outstanding at March 31, 2015 and December 31, 2014, respectively		-			1
Series B Convertible Preferred Stock, par value $0.0001. 10,000,000 shares authorized, none outstanding at March 31, 2015 and December 31, 2014		-			-
Common stock, $0.00001 par value. Three billion shares authorized. 2,987,633,430 outstanding at March 31, 2015 and December 31, 2014		29,876			29,876
Additional paid in capital		32,661,563			32,661,562
Accumulated deficit		(32,991,927	)		(32,909,787	)
Effect of foreign currency exchange		945			(4,902	)
TOTAL STOCKHOLDERS' DEFICIT		(299,543	)		(223,250	)
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT	$	7,556		$	8,367

The accompanying notes are an integral part of these consolidated financial statements.

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ROADSHIPS HOLDINGS, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

	Three Months Ended March 31,
	2015			2014
OPERATING EXPENSES
General and administrative	$	78,764		$	6,067
Depreciation		404			2,017
Total operating expenses		79,168			8,084
Operating income / (loss)		(79,168	)		(8,084	)
OTHER INCOME / (EXPENSE)
Interest expense		(2,972	)		(510	)
Total other		(2,972	)		(510	)
Net loss	$	(82,140	)	$	(8,594	)
OTHER COMPREHENSIVE INCOME (LOSS)
Effect of foreign currency exchange		5,847			(1,776	)
Net comprehensive loss	$	(76,293	)	$	(10,370	)
Net loss per common share - basic and diluted	$	(0.00	)	$	(0.00	)
Weighted average shares outstanding		2,987,633,430			2,987,633,430

The accompanying notes are an integral part of these consolidated financial statements.

4

ROADSHIPS HOLDINGS, INC.

CONSOLIDATED STATEMENT OF STOCKHOLDERS’ EQUITY / (DEFICIT)

(Unaudited)

	Common Stock				Preferred Stock Series A						Preferred Stock Series B						Accumulated Other Comprehensive			Additional Paid In			Accumulated			Total Stockholders' Equity /
	Shares		Amount		Shares			Amount			Shares			Amount			Income			Capital			Deficit			(Deficit)
Balance, 12/31/13		2,987,633,430	$	29,876		1		$	1			39,312		$	4		$	(11,325	)	$	32,759,839		$	(32,832,647	)	$	(54,252	)
																											-
Preferred shares exchanged for debt												(39,312	)		(4	)					(98,277	)					(98,281	)
Foreign currency translation adjustment																		6,423									6,423
Net loss																								(77,140	)		(77,140	)
Balance, 12/31/14		2,987,633,430	$	29,876		1		$	1			-		$	-		$	(4,902	)	$	32,661,562		$	(32,909,787	)	$	(223,250	)
Preferred A shares surrendered						(1	)		(1	)											1						-
Foreign currency translation adjustment																		5,847									5,847
Net loss																								(82,140	)		(82,140	)
Balance, 3/31/15		2,987,633,430	$	29,876		-		$	-			-		$	-		$	945		$	32,661,563		$	(32,991,927	)	$	(299,543	)

The accompanying notes are an integral part of these consolidated financial statements.

5

ROADSHIPS HOLDINGS, INC.

(A Development Stage Company)

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

	Three Months Ended March 31,
	2015			2014
CASH FLOWS FROM OPERATING ACTIVITIES
Net Loss	$	(82,140	)	$	(8,594	)
Depreciation expense		404			2,017
Changes in operating assets and liabilities:
Accounts payable and accrued expenses		41,299			4,259
Accounts payable - related party		31			(1,749	)
Accrued expense		2,396			155
Net cash used in operating activities		(38,010	)		(3,912	)
CASH FLOWS FROM FINANCING ACTIVITIES
Cash proceeds from related-party loan		18,606			4,877
Cash proceeds from notes payable		13,150			4,063
Principal payments on related-party loans		-			(3,439	)
Net cash provided by financing activities		31,756			5,501
Effect of foreign exchange transactions		5,847			(1,776	)
Net increase/(decrease) in cash		(407	)		(187	)
Cash and equivalents - beginning of period		407			196
Cash and equivalents - end of period	$	-		$	9
SUPPLEMENTARY INFORMATION
Cash paid for interest	$	-		$	366
Cash paid for income taxes	$	-		$	-
SUPPLEMENTAL DISCLOSURES OF NON-CASH FINANCING TRANSACTIONS
Preferred A shares surrendered	$	1		$	-

The accompanying notes are an integral part of these consolidated financial statements.

6

ROADSHIPS HOLDINGS, INC.

NOTES TO UNAUDITED FINANCIAL STATEMENTS

MARCH 31, 2015

Note 1 – Organization and Nature of Business

History

Roadships Holdings, Inc. was formed in Delaware on June 5, 2006 as Caddystats, Inc. (Roadships Holdings, Inc. and Caddystats shall hereinafter be collectively referred to as “Roadships” “Caddystats” “Roadships Holdings”, the “Company”, “we’ or “us”).

The Company adopted the accounting acquirer’s year end, December 31.

Our Business

The Company has two divisions: a Technology Division reflecting the acquisition of Click and a Transport Division, reflecting the Company’s historical business.

Technology Division

The Technology division is headed by Click CEO and founder, Dr. Jon N Leonard.

The Division operates in the internet applications space, a space uniquely able to embrace fast growing and novel business. The iPhone, Google, Facebook, Amazon, Twitter, Android, Uber and numerous other examples are reminders of the ability of the internet applications space to surprise us with the arrival –seemingly from out of nowhere- of wholly new business universes.

Click is developing a system branded “KlickZie” aimed at turning smartphones, including iPhones, Android phones and other smartphones, into trustable imagers and advanced communicators. Trustable imagers means that the pictures and videos can be trusted to be the original, untampered, un-Photoshopped pictures and videos made by the smartphone. Advanced communicators means that the pictures and videos can be used as living, trusted portals to communicate with others.

The KlickZie system concept consists of downloadable software able to securitize the imaging process in the smartphone, together with an advanced cloud system to authenticate KlickZie pictures and videos and to make possible imagery based communication among people who happen upon KlickZie pictures and videos.

Ongoing Transport Division

The Transport Division is headed by Roadships Holdings founder, Micheal Nugent. The division operates in the short-sea and ground freight transport industry sectors.

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Note 2 – Basis of Presentation and Summary of Significant Accounting Policies

Consolidated Financial Statements

In the opinion of management, the accompanying financial statements includes all adjustments (which include only normal recurring adjustments) necessary to present fairly the financial position, results of operations, and cash flows for the period ending March 31, 2015. Preparing financial statements requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue, and expenses. Interim results are not necessarily indicative of results for a full year. The information included in this Form 10-Q should be read in conjunction with information included in our audited financial statements for the period ended December 31, 2014, as reported in Form 10-K filed with the Securities and Exchange Commission on July 9, 2015.

Management further acknowledges that it is solely responsible for adopting sound accounting practices, establishing and maintaining a system of internal accounting control and preventing and detecting fraud. The Company's system of internal accounting control is designed to assure, among other items, that 1) recorded transactions are valid; 2) valid transactions are recorded; and 3) transactions are recorded in the proper period in a timely manner to produce financial statements which present fairly the financial condition, results of operations and cash flows of the Company for the respective periods being presented.

Principles of Consolidation

Our consolidated financial statements include the accounts of Roadships Holdings, Inc. and all majority-owned subsidiaries. All significant inter-company accounts and transactions are eliminated in consolidation.

Property, Plant and Equipment

We record our property plant and equipment at historical cost. The estimated useful lives of these assets range from three to seven years and are depreciated using the straight-line method over the asset’s useful life.

Foreign Currency Risk

We currently have two subsidiaries operating in Australia. At March 31, 2015 and December 31, 2014, we had $0 and $500 Australian Dollars, respectively ($0 and $407 US Dollars, respectively) deposited into Australian banks.

Use of Estimates

The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

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Net Loss Per Share

Basic and diluted net loss per share calculations are calculated on the basis of the weighted average number of common shares outstanding during the year. The per share amounts include the dilutive effect of common stock equivalents in years with net income. Basic and diluted loss per share is the same for the three months ended March 31, 2015 as the effect of our potential common stock equivalents would be anti-dilutive.

Recent Accounting Pronouncements

In June 2014, the FASB issued ASU No. 2014-10: Development Stage Entities (Topic 915): Elimination of Certain Financial Reporting Requirements, Including an Amendment to Variable Interest Entities Guidance in Topic 810, Consolidation, to improve financial reporting by reducing the cost and complexity associated with the incremental reporting requirements of development stage entities. The amendments in this update remove all incremental financial reporting requirements from U.S. GAAP for development stage entities, thereby improving financial reporting by eliminating the cost and complexity associated with providing that information. The amendments in this Update also eliminate an exception provided to development stage entities in Topic 810, Consolidation, for determining whether an entity is a variable interest entity on the basis of the amount of investment equity that is at risk. The amendments to eliminate that exception simplify U.S. GAAP by reducing avoidable complexity in existing accounting literature and improve the relevance of information provided to financial statement users by requiring the application of the same consolidation guidance by all reporting entities. The elimination of the exception may change the consolidation analysis, consolidation decision, and disclosure requirements for a reporting entity that has an interest in an entity in the development stage. The amendments related to the elimination of inception-to-date information and the other remaining disclosure requirements of Topic 915 should be applied retrospectively except for the clarification to Topic 275, which shall be applied prospectively. For public companies, those amendments are effective for annual reporting periods beginning after December 15, 2014, and interim periods therein. Early adoption is permitted. The adoption of ASU 2014-10 is not expected to have a material impact on our financial position or results of operations.

Note 3 – Going Concern

We have not begun our core operations in the short-sea and ground freight industries and have not yet acquired the assets to enter these markets and we will require additional capital to do so. There is no guarantee that we will acquire the capital to procure the assets to enter these markets or, upon doing so, that we will generate positive cash flows from operations. Roadships Holdings’ financial statements have been prepared on a development stage company basis. Substantial doubt exists as to Roadships Holdings’ ability to continue as a going concern. No adjustment has been made to these financial statements for the outcome of this uncertainty.

Note 4 – Related Party Transactions

For the three months ended March 31, 2015 and 2014, we had the following transactions with the Twenty Second Trust (the “Trust”), the trustee of whom is Tamara Nugent, the wife of our major shareholder and former Chief Executive Officer, Micheal Nugent:

· We received $18,606 and $4,877, respectively, in cash loans to pay operating expenses and repaid $0 and $3,439, respectively, in principal.

· We accrued $2,396 and $589, respectively, in interest payable to the Trust and paid $0 and $402, respectively, in interest payments.

 

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According to our agreement with Mr. Nugent, we accrue interest on all unpaid amounts at 5%. Principal and interest are callable at any time. If principal and interest are called and not repaid, the loan is considered in default after which interest is accrued at 10%.

As of the date of this report, no principal or interest has been called by the maker of the note. The outstanding balance at March 31, 2015 is $201,462 and $3,066, respectively, for principal and interest.

On December 9, 2014, we redeemed 39,312 shares of Series B Convertible Preferred Stock issued in 2013 to our Chief Executive Officer, by issuing a promissory note in the amount of $98,281. The promissory note is due December 31, 2015 and bears interest at 5% (see Note 5).

Note 5 – Capital

At December 31, 2013, we had 2,987,633,430 common shares issued and outstanding from a total of three billion authorized.

We issued no common shares during the year ended December 31, 2014 or the three months ended March 31, 2015.

Preferred Stock

On March 12, 2013, the Board of Directors authorized 4 shares of Class A Convertible Preferred Stock and 10,000,000 shares of Class B Convertible Preferred Stock. Class A and B Convertible Preferred Stock have the following attributes:

Series A Convertible Preferred Stock

The Series A Preferred Stock is convertible into the number of shares of Common Stock which equals 4 times the sum of: i) the total number of shares of Common Stock which are issued and outstanding at the time of conversion, plus ii) the total number of shares of Series B Preferred Stocks which are issued and outstanding at the time of conversion.

The Series A Preferred Stock voting rights are equal to the number of shares of Common Stock which equals 4 times the sum of: i) the total number of shares of Common Stock which are issued and outstanding, plus ii) the total number of shares of Series B Preferred Stocks which are issued and outstanding.

Series B Convertible Preferred Stock

Each share of Series B Preferred Stock is convertible at par value $0.0001 per share (the “Series B Preferred”), at any time, and/or from time to time, into the number of shares of the Corporation's common stock, par value $0.0001 per share (the "Common Stock") equal to the price of the Series B Preferred Stock ($2.50), divided by the par value of the Series B Preferred (par value of $0.0001per share), subject to adjustment as may be determined by the Board of Directors from time to time (the "Conversion Rate").

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Based on the $2.50 price per share of Series B Preferred Stock, and a par value of $0.0001 per share for Series B Preferred each share of Series B Preferred Stock is convertible into 250,000 shares of Common Stock.

Each share of Series B Preferred Stock has 10 votes for any election or other vote placed before the shareholders of the Common stock.

The Preferred A stock has a stated value of $0.0001 and no stated dividend rate and is non-participatory. The Series A and Series B has liquidation preference over common stock. The Voting Rights for each share of Series A is equal to 1 vote per share (equal to 4 times the number of common and Preferred B shares outstanding) and Series B Preferred Stock have 10 votes per shares.

The Holder has the right to convert the Preferred A and B to common shares of the Company with the Series A convertible to 4 times the number of common and Preferred B shares outstanding and Series B convertible to 250,000 common shares per Preferred B share. The Preferred Series A and Series B represents voting control based on management’s interpretation of the Company bylaws and Certificate of Designation.

Preferred Stock Transactions

On March 12, 2013, the Company issued 1 share of Series A Convertible Preferred Stock and 39,312 shares of Series B Convertible Preferred Stock to the Twenty Second Trust (a related party) in exchange for a reduction of debt in the amount of $98,281. On January 15, 2015, Tamara Nugent, as trustee for Twenty Second Trust, surrendered one share of Series A Preferred Stock to the Registrant in exchange for $1. As a result of the surrender, the Registrant has no shares of any class or series of Preferred Stock issued or outstanding.

On December 9, 2014, we redeemed the 39,312 shares of Series B Convertible Preferred Stock issued in 2013 to our Chief Executive Officer, by issuing a promissory note in the amount of $98,281. The promissory note is due December 31, 2015 and bears interest at 5%. We valued the shares at their fair values on the date of their conversion to this promissory note and valued the shares at $2,914,843. Because the transaction was with a related party, we recorded the removal of the Series B shares by recording a liability in the amount of $98,281, and reducing the par value of the shares and Additional Paid in Capital by $4 and $98,277, respectively, recording no gain on the conversion.

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Note 6 – Property, Plant and Equipment

Property, Plant and Equipment consists principally of office furniture and equipment and vehicles. Balances at March 31, 2015 and December 31, 2014 are as follows:

	3/31/15 (Unaudited)			12/31/14 (Audited)
Office equipment	$	95,931		$	95,931
Equipment		23,362			23,362
Vehicles		11,912			11,912
Total fixed assets at cost		131,205			131,205
Less: accumulated depreciation		(123,649	)		(123,245	)
Net fixed assets	$	7,556		$	7,960

Note 7 – Subsequent Events

On April 20, 2015, the Registrant and Tamara Nugent, as trustee for Twenty Second Trust (the “Trust”), entered into a Common Stock Repurchase Agreement (the “Repurchase Agreement”), whereby the Trust agreed to sell 1,796,571,210 shares of the Registrant’s common stock (the “Repurchased Shares”) to the Registrant in exchange for the sum of $17,966. The Consideration was paid in the form of $3,653 cash from the Registrant and secured by a non-interest bearing demand note issued by the Registrant for $14,313. The Repurchased Shares will be held in treasury by and in the name of the Registrant.

On April 22, 2015, the Registrant entered into a Share Exchange Agreement (“SEA”) with Click Evidence Inc. (“Click”), an Arizona corporation, and certain shareholders of Click, whereby the Selling Shareholders agreed to sell not less than 90% of all 14,146,230 of the issued and outstanding shares of Click common stock to the Registrant in exchange for restricted shares of the Registrant’s common stock (the “Share Exchange”). Under the terms and subject to the provisions of the SEA, each of the Selling Shareholders will receive 126 and a fraction restricted shares of Roadships common stock for each share of Click common stock sold to the Registrant, and a change of officers would be implemented.

On May 21, 2015, this SEA transaction was closed, accompanied with the resignation of Robert McClelland as Vice President but remaining as a director, the resignation of Micheal Nugent as President, CEO, CFO and Chief Accounting Officer but remaining as a director, and the appointment of Jon N Leonard as President, CEO, CFO and Chief Accounting Officer, and as a director and Chairman of the Board.

We have evaluated subsequent events through the date of this report.

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ITEM 2- MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

This report contains “forward-looking statements”. All statements other than statements of historical fact are “forward-looking statements” for purposes of federal and state securities laws, including: any projections of earnings, revenues or other financial items; any statements of the plans, strategies and objectives of management for future operations; any statements concerning proposed new products, services or developments; any statements regarding future economic conditions or performance; any statements of belief; and any statements of assumptions underlying any of the foregoing. “Forward-looking statements” may include the words “may,” “will,” “estimate,” “intend,” “continue,” “believe,” “expect,” “plan” or “anticipate” and other similar words.

Although we believe that the expectations reflected in our “forward-looking statements” are reasonable, actual results could differ materially from those projected or assumed. Our future financial condition and results of operations, as well as any “forward-looking statements”, are subject to change and to inherent risks and uncertainties, such as those disclosed in this report. In light of the significant uncertainties inherent in the “forward-looking statements” included in this report, the inclusion of such information should not be regarded as a representation by the Company or any other person that the objectives and plans of the Company will be achieved. Except for its ongoing obligation to disclose material information as required by the federal securities laws, we do not intend, and undertake no obligation, to update any “forward-looking statement”. Accordingly, the reader should not rely on “forward-looking statements”, because they are subject to known and unknown risks, uncertainties, and other factors that may cause actual results to differ materially from those contemplated by the “forward-looking statements”.

You should read the following discussion and analysis of our financial condition and results of operations in conjunction with our unaudited financial statements, including the notes to those financial statements, included elsewhere in this report.

Overview

Roadships Holdings, Inc. is an emerging company in the short-sea and ground freight industry sectors operating through its wholly owned subsidiaries in the U.S. and Australia.

In the United States, Roadships Acquisitions US, Inc. is our subsidiary designated to identify and act upon synergistic acquisition targets throughout North America. Roadships America, Inc, was established to develop and accommodate organic growth within the North American markets.

Roadships is currently attempting to develop a High Speed (HS) Monohull ship design based on a vessel concept that was initially developed by Kvaerner Masa Yards - Technology (now STX Europe). The HS vessel design was conceived in the early 1990's for short sea shipping transportation throughout Europe using a hull form derived from a high speed ROPAX ferry built in Helsinki, Finland. This hull form was extensively tested and improved over a period of 5 years to optimize the hull form that offers the least resistance and allows the ship to maintain speed up to SS5.

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Results of Operations - Three months ended March 31, 2015 versus 2014

We had general and administrative expenses of $78,764 for the three months ended March 31, 2015 versus only $6,067 for the same period in 2014. The increase is due to additional activity associated with the acquisition of Click Evidence (see Note 7 to the Financial Statements).

Depreciation expense is $404 during the three months ended March 31, 2015 versus $2,017 for the same period in 2013. Most assets are fully depreciated during the current period resulting in the reduction.

Interest expense increased from the previous year of $510 in 2014 to $2,972 in 2015. The increase is due to higher levels of debt.

Liquidity and Capital Resources

Our financial statements have been prepared on a going concern basis that contemplates the realization of assets and the settlement of liabilities and commitments in the normal course of business.

The Company has virtually no liquid assets. We are currently seeking financing to attain our business goals, but there is no guarantee that we will obtain such financing or, upon obtaining it, that we will be able to invest in productive assets that will result in positive cash flows from operations.

Going Concern

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As shown in the accompanying financial statements, we had negative cash flows from operations, recurring losses, and negative working capital at March 31, 2015 and December 31, 2014. These conditions raise substantial doubt as to our ability to continue as a going concern. The financial statements do not include any adjustments that might be necessary if we are unable to continue as a going concern. Management intends to finance these deficits by making additional shareholder notes and seeking additional outside financing through either debt or sales of its common stock.

Plan of Operation

The Company's plan of operations consists of a Technology Plan of Operations and a Transport Plan of Operations. These plans are discussed below following a brief word regarding our two divisions.

The Technology Division is headed by Click's CEO and founder, Dr. Jon N Leonard, and operates in the internet applications sector. The Transport Division is headed by the Company's founder, Micheal Nugent and operates in the short-sea and ground freight transport industry sectors.

Our immediate term plans for both divisions is discussed extensively in Item 7 – Management’s Discussion and Analysis or Plan of Operation included in our Form 10-K as of December 31, 2014, filed with the Commission on July 9, 2015 and is herein incorporated by reference.

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ITEM 3 - QUANTITIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

A smaller reporting company is not required to provide the information required by this item.

ITEM 4 – CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures.

We maintain "disclosure controls and procedures" as such term is defined in Rule 13a-15(e) under the Securities Exchange Act of 1934. In designing and evaluating our disclosure controls and procedures, our management recognized that disclosure controls and procedures, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of disclosure controls and procedures are met. Additionally, in designing disclosure controls and procedures, our management necessarily was required to apply its judgment in evaluating the cost-benefit relationship of possible disclosure controls and procedures. The design of any disclosure controls and procedures also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions.

Based upon the evaluation of our officers and directors of our disclosure controls and procedures as of March 31, 2015, the end of the period covered by this Quarterly Report on Form 10-Q (the "Evaluation Date"), our Chief Executive Officer has concluded that as of the Evaluation Date that our disclosure controls and procedures were not effective such that the information relating to our company, required to be disclosed in our Securities and Exchange Commission reports (i) is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms and (ii) is accumulated and communicated to our management, including our Chief Executive Officer, to allow timely decisions regarding required disclosure. Our management concluded that our disclosure controls and procedures were not effective as a result of material weaknesses in our internal control over financial reporting. We are a small organization with only a few employees. Under these circumstances it is impossible to completely segregate duties. We do not expect our internal controls to be effective until such time as we are able to begin full operations and even then there are no assurances that our disclosure controls will be adequate in future periods.

Change In Internal Control Over Financial Reporting

There were no changes in our internal control over financial reporting that occurred during the three months ended March 31, 2015 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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PART II – OTHER INFORMATION

ITEM 1 – LEGAL PROCEEDINGS

We may be involved from time to time in ordinary litigation, negotiation and settlement matters that will not have a material effect on our operations or finances. We are not aware of any pending or threatened litigation against us or our officers and directors in their capacity as such that could have a material impact on our operations or finances.

ITEM 1A – RISK FACTORS

We are a smaller reporting company as defined in Rule 12b-2 of the Exchange Act and are not required to provide the information required under this item.

ITEM 2 – UNREGISTERED SALE OF EQUITY SECURITIES

None

ITEM 3 – DEFAULTS UPON SENIOR SECURITIES

None

ITEM 4 - MINE SAFTEY DISCLOSURES

None 

ITEM 5 – OTHER INFORMATION

None

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ITEM 6 - EXHIBITS

Exhibit No.	Description of Exhibit
3.1	Articles of Incorporation, as filed June 5, 2007 (included as Exhibit 3.1 to the Form SB-2 filed April 5, 2007, and incorporated herein by reference).
3.2	Bylaws (included as Exhibit 3.2 to the Form SB-2 filed April 5, 2007, and incorporated herein by reference).
31.1	Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (filed herewith).
32.1	Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (filed herewith).

101.INS **	XBRL Instance Document
101.SCH **	XBRL Taxonomy Extension Schema Document
101.CAL **	XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF **	XBRL Taxonomy Extension Definition Linkbase Document
101.LAB **	XBRL Taxonomy Extension Label Linkbase Document
101.PRE **	XBRL Taxonomy Extension Presentation Linkbase Document

______________ 

** XBRL (Extensible Business Reporting Language) information is furnished and not filed or a part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise is not subject to liability under these sections.

17

SIGNATURES

In accordance with Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	Roadships Holdings, Inc
Date: August 25, 2015	By:	/s/ Dr. Jon Leonard
		Dr. Jon Leonard
		Chief Executive Officer

18

EX-31.1

EXHIBIT 31.1

CERTIFICATIONS

I, Dr. Jon Leonard, Chief Executive Officer of ROADSHIPS HOLDINGS, INC. (the “Registrant”) certify that:

1.	I have reviewed the report being filed on Form 10-Q.
2.	Based on my knowledge, the report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by the report;
3.	Based on my knowledge, the financial statements, and other financial information included in the report, fairly present in all material respects the financial condition, results of operations and cash flows of ROADSHIPS HOLDINGS, INC. as of, and for, the periods presented in the report;
4.	I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-a5(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-a5(f)) for the Registrant and have;

(a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure the material information relating to the Registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b)	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c)	Evaluated the effectiveness of the Registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation.
(d)	Disclosed in this report any change in the Registrant's internal control over financial reporting that occurred during the Registrant's most recent fiscal three months (the Registrant's fourth fiscal three months in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the Registrant's internal control over financial reporting; and;

5. I have disclosed, based on our most recent evaluation, to the ROADSHIPS HOLDINGS’ auditors and the audit committee of the board of directors (or persons fulfilling the equivalent function):

 

i.	All significant deficiencies in the design or operation of internal controls which could adversely affect ROADSHIPS HOLDING’S ability to record, process, summarize and report financial data and have identified ROADSHIPS HOLDINGS’ auditors any material weaknesses in internal controls; and
ii.	Any fraud, whether or not material, that involves management or other employees who have a significant role in the issuer's internal controls; and

6. I have indicated in the report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.

 

Date: August 25, 2015	By:	/s/ Dr. Jon Leonard
		Dr. Jon Leonard
		Chief Executive Officer

EX-32.1

EXHIBIT 32.1

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of ROADSHIPS HOLDINGS, INC. (the "Company") on Form 10-Q as filed with the Securities and Exchange Commission on the date hereof (the "Report'), I, Dr. Jon Leonard, Chief Executive Officer of the Company, certify, pursuant to 18 USC section 1350, as adopted pursuant to section 906 of the Sarbanes-Oxley Act of 2002, that to the best of my knowledge and belief:

(1)	The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2)	The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

 

Date: August 25, 2015	By:	/s/ Dr. Jon Leonard
		Dr. Jon Leonard
		Chief Executive Officer

XML

Going Concern

3 Months Ended

Mar. 31, 2015

Notes to Financial Statements

Note 3 - Going Concern

We have not begun our core operations in the short-sea and ground freight industries and have not yet acquired the assets to enter these markets and we will require additional capital to do so. There is no guarantee that we will acquire the capital to procure the assets to enter these markets or, upon doing so, that we will generate positive cash flows from operations. Roadships Holdings’ financial statements have been prepared on a development stage company basis. Substantial doubt exists as to Roadships Holdings’ ability to continue as a going concern. No adjustment has been made to these financial statements for the outcome of this uncertainty.

XML

Basis of Presentation and Summary of Significant Accounting Policies

3 Months Ended

Mar. 31, 2015

Notes to Financial Statements

Note 2 - Basis of Presentation and Summary of Significant Accounting Policies

Consolidated Financial Statements

In the opinion of management, the accompanying financial statements includes all adjustments (which include only normal recurring adjustments) necessary to present fairly the financial position, results of operations, and cash flows for the period ending March 31, 2015. Preparing financial statements requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue, and expenses. Interim results are not necessarily indicative of results for a full year. The information included in this Form 10-Q should be read in conjunction with information included in our audited financial statements for the period ended December 31, 2014, as reported in Form 10-K filed with the Securities and Exchange Commission on July 9, 2015.

Management further acknowledges that it is solely responsible for adopting sound accounting practices, establishing and maintaining a system of internal accounting control and preventing and detecting fraud. The Company's system of internal accounting control is designed to assure, among other items, that 1) recorded transactions are valid; 2) valid transactions are recorded; and 3) transactions are recorded in the proper period in a timely manner to produce financial statements which present fairly the financial condition, results of operations and cash flows of the Company for the respective periods being presented.

Principles of Consolidation

Our consolidated financial statements include the accounts of Roadships Holdings, Inc. and all majority-owned subsidiaries. All significant inter-company accounts and transactions are eliminated in consolidation.

Property, Plant and Equipment

We record our property plant and equipment at historical cost. The estimated useful lives of these assets range from three to seven years and are depreciated using the straight-line method over the asset’s useful life.

Foreign Currency Risk

We currently have two subsidiaries operating in Australia. At March 31, 2015 and December 31, 2014, we had $0 and $500 Australian Dollars, respectively ($0 and $407 US Dollars, respectively) deposited into Australian banks.

Use of Estimates

The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Net Loss Per Share

Basic and diluted net loss per share calculations are calculated on the basis of the weighted average number of common shares outstanding during the year. The per share amounts include the dilutive effect of common stock equivalents in years with net income. Basic and diluted loss per share is the same for the three months ended March 31, 2015 as the effect of our potential common stock equivalents would be anti-dilutive.

Recent Accounting Pronouncements

In June 2014, the FASB issued ASU No. 2014-10: Development Stage Entities (Topic 915): Elimination of Certain Financial Reporting Requirements, Including an Amendment to Variable Interest Entities Guidance in Topic 810, Consolidation , to improve financial reporting by reducing the cost and complexity associated with the incremental reporting requirements of development stage entities. The amendments in this update remove all incremental financial reporting requirements from U.S. GAAP for development stage entities, thereby improving financial reporting by eliminating the cost and complexity associated with providing that information. The amendments in this Update also eliminate an exception provided to development stage entities in Topic 810, Consolidation, for determining whether an entity is a variable interest entity on the basis of the amount of investment equity that is at risk. The amendments to eliminate that exception simplify U.S. GAAP by reducing avoidable complexity in existing accounting literature and improve the relevance of information provided to financial statement users by requiring the application of the same consolidation guidance by all reporting entities. The elimination of the exception may change the consolidation analysis, consolidation decision, and disclosure requirements for a reporting entity that has an interest in an entity in the development stage. The amendments related to the elimination of inception-to-date information and the other remaining disclosure requirements of Topic 915 should be applied retrospectively except for the clarification to Topic 275, which shall be applied prospectively. For public companies, those amendments are effective for annual reporting periods beginning after December 15, 2014, and interim periods therein. Early adoption is permitted. The adoption of ASU 2014-10 is not expected to have a material impact on our financial position or results of operations.

XML

Consolidated Balance Sheets - USD ($)	Mar. 31, 2015	Dec. 31, 2014
Current assets:
Cash		$ 407
Total current assets		407
Non-current assets:
Property, plant and equipment, net of accumulated depreciation of $123,649 and $123,245 as of March 31, 2015 and December 31, 2014, respectively	$ 7,556	7,960
TOTAL ASSETS	7,556	8,367
LIABILITIES
Accounts payable and accrued expenses	84,913	$ 38,924
Bank overdraft	150
Accounts payable - related party	587	$ 556
Accrued interest - related party	3,066	329
Loans from related parties	201,462	187,745
Short-term notes payable	16,921	4,063
Total current liabilities	307,099	231,617
TOTAL LIABILITIES	$ 307,099	231,617
STOCKHOLDERS' DEFICIT
Series A Convertible Preferred Stock, par value $0.0001. 4 shares authorized, zero and 1 share outstanding at March 31, 2015 and December 31, 2014, respectively		$ 1
Series B Convertible Preferred Stock, par value $0.0001. 10,000,000 shares authorized, none outstanding at March 31, 2015 and December 31, 2014
Common stock, $0.00001 par value. Three billion shares authorized. 2,987,633,430 outstanding at March 31, 2015 and December 31, 2014	$ 29,876	$ 29,876
Additional paid in capital	32,661,563	32,661,562
Accumulated deficit	(32,991,927)	(32,909,787)
Effect of foreign currency translation	945	(4,902)
TOTAL STOCKHOLDERS' DEFICIT	(299,543)	(223,250)
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT	$ 7,556	$ 8,367

XML

Consolidated Statements of Cash Flows (Unaudited) - USD ($)	3 Months Ended		12 Months Ended
	Mar. 31, 2015	Mar. 31, 2014	Dec. 31, 2014
CASH FLOWS FROM OPERATING ACTIVITIES
Net Loss	$ (82,140)	$ (8,594)	$ (77,140)
Depreciation expense	404	2,017
Changes in operating assets and liabilities:
Accounts payable and accrued expenses	41,299	4,259
Accounts payable - related party	31	(1,749)
Accrued expense	2,396	155
Net cash used in operating activities	(38,010)	(3,912)
CASH FLOWS FROM FINANCING ACTIVITIES
Cash proceeds from related-party loan	18,606	4,877
Cash proceeds from notes payable	$ 13,150	4,063
Principal payments on related-party loans		(3,439)
Net cash provided by financing activities	$ 31,756	5,501
Effect of foreign exchange transactions	5,847	(1,776)
Net increase/(decrease) in cash	(407)	(187)
Cash and equivalents - beginning of period	$ 407	196	196
Cash and equivalents - end of period		9	$ 407
SUPPLEMENTARY INFORMATION
Cash paid for interest		$ 366
Cash paid for income taxes
SUPPLEMENTAL DISCLOSURES OF NON-CASH FINANCING TRANSACTIONS
Preferred A shares surrendered	$ 1

XML

Organization and Nature of Business

3 Months Ended

Mar. 31, 2015

Notes to Financial Statements

Note 1 - Organization and Nature of Business

History

Roadships Holdings, Inc. was formed in Delaware on June 5, 2006 as Caddystats, Inc. (Roadships Holdings, Inc. and Caddystats shall hereinafter be collectively referred to as “Roadships” “Caddystats” “Roadships Holdings”, the “Company”, “we’ or “us”).

The Company adopted the accounting acquirer’s year end, December 31.

Our Business

The Company has two divisions: a Technology Division reflecting the acquisition of Click and a Transport Division, reflecting the Company’s historical business.

Technology Division

The Technology division is headed by Click CEO and founder, Dr. Jon N Leonard.

The Division operates in the internet applications space, a space uniquely able to embrace fast growing and novel business. The iPhone, Google, Facebook, Amazon, Twitter, Android, Uber and numerous other examples are reminders of the ability of the internet applications space to surprise us with the arrival –seemingly from out of nowhere- of wholly new business universes.

Click is developing a system branded “KlickZie” aimed at turning smartphones, including iPhones, Android phones and other smartphones, into trustable imagers and advanced communicators. Trustable imagers means that the pictures and videos can be trusted to be the original, untampered, un-Photoshopped pictures and videos made by the smartphone. Advanced communicators means that the pictures and videos can be used as living, trusted portals to communicate with others.

The KlickZie system concept consists of downloadable software able to securitize the imaging process in the smartphone, together with an advanced cloud system to authenticate KlickZie pictures and videos and to make possible imagery based communication among people who happen upon KlickZie pictures and videos.

Ongoing Transport Division

The Transport Division is headed by Roadships Holdings founder, Micheal Nugent. The division operates in the short-sea and ground freight transport industry sectors.

XML

Consolidated Balance Sheets (Parenthetical) - USD ($)	Mar. 31, 2015	Dec. 31, 2014
ASSETS
Accumulated depreciation of property, plant and equipment	$ 123,649	$ 123,245
STOCKHOLDERS' DEFICIT
Common stock, par value	$ 0.00001	$ 0.00001
Common stock, shares authorized	3,000,000,000	3,000,000,000
Common stock, shares issued	2,987,633,430	2,987,633,430
Common stock, shares outstanding	2,987,633,430	2,987,633,430
Series A Convertible Preferred Stock
STOCKHOLDERS' DEFICIT
Preferred stock, par value	$ 0.0001	$ 0.0001
Preferred stock, shares authorized	4	4
Preferred stock, shares outstanding	0	1
Series B Convertible Preferred Stock
STOCKHOLDERS' DEFICIT
Preferred stock, par value	$ 0.0001	$ 0.0001
Preferred stock, shares authorized	10,000,000	10,000,000
Preferred stock, shares outstanding	0	0

XML

Related Party Transactions (Details Narrative) - USD ($)	3 Months Ended
	Mar. 31, 2015	Mar. 31, 2014	Dec. 31, 2014
Related Party Transactions Details Narrative
Cash proceeds from shareholder loans	$ 18,606	$ 4,877
Cash payments to related parties	0	$ 3,439
Accrued interest	2,396		$ 589
Interest payable	0		$ 402
Principal of related party	201,462
Interest of related party	$ 3,066

XML

Document and Entity Information - shares	3 Months Ended
	Mar. 31, 2015	Aug. 21, 2015
Document And Entity Information
Entity Registrant Name	ROADSHIPS HOLDINGS, INC.
Entity Central Index Key	0001389067
Document Type	10-Q
Document Period End Date	Mar. 31, 2015
Amendment Flag	false
Current Fiscal Year End Date	--12-31
Is Entity a Well-known Seasoned Issuer?	No
Is Entity a Voluntary Filer?	No
Is Entity's Reporting Status Current?	No
Entity Filer Category	Smaller Reporting Company
Entity Common Stock, Shares Outstanding		2,987,633,430
Document Fiscal Period Focus	Q1
Document Fiscal Year Focus	2015

XML

Property, Plant and Equipment (Details) - USD ($)	Mar. 31, 2015	Dec. 31, 2014
Total fixed assets at cost	$ 131,205	$ 131,205
Less: accumulated depreciation	(123,649)	(123,245)
Net fixed assets	7,556	7,960
Office Equipment
Total fixed assets at cost	95,931	95,931
Equipment
Total fixed assets at cost	23,362	23,362
Vehicles
Total fixed assets at cost	$ 11,912	$ 11,912

XML

Consolidated Statements of Operations (Unaudited) - USD ($)	3 Months Ended
	Mar. 31, 2015	Mar. 31, 2014
OPERATING EXPENSES
General and administrative	$ 78,764	$ 6,067
Depreciation	404	2,017
Total operating expenses	79,168	8,084
Operating income / (loss)	(79,168)	(8,084)
OTHER INCOME / (EXPENSE)
Interest expense	(2,972)	(510)
Total other	(2,972)	(510)
Net loss	(82,140)	(8,594)
OTHER COMPREHENSIVE INCOME (LOSS)
Effect of foreign currency exchange	5,847	(1,776)
Net comprehensive loss	$ (76,293)	$ (10,370)
Net loss per common share - basic and diluted	$ .00	$ .00
Weighted average shares outstanding	2,987,633,430	2,987,633,430

XML

Property, Plant and Equipment

3 Months Ended

Mar. 31, 2015

Notes to Financial Statements

Note 6 - Property, Plant and Equipment

Property, Plant and Equipment consists principally of office furniture and equipment and vehicles. Balances at March 31, 2015 and December 31, 2014 are as follows:

	3/31/15 (Unaudited)			12/31/14 (Audited)
Office equipment	$	95,931		$	95,931
Equipment		23,362			23,362
Vehicles		11,912			11,912
Total fixed assets at cost		131,205			131,205
Less: accumulated depreciation		(123,649	)		(123,245	)
Net fixed assets	$	7,556		$	7,960

XML

Capital

3 Months Ended

Mar. 31, 2015

Notes to Financial Statements

Note 5 - Capital

At December 31, 2013, we had 2,987,633,430 common shares issued and outstanding from a total of three billion authorized.

We issued no common shares during the year ended December 31, 2014 or the three months ended March 31, 2015.

Preferred Stock

On March 12, 2013, the Board of Directors authorized 4 shares of Class A Convertible Preferred Stock and 10,000,000 shares of Class B Convertible Preferred Stock. Class A and B Convertible Preferred Stock have the following attributes:

Series A Convertible Preferred Stock

The Series A Preferred Stock is convertible into the number of shares of Common Stock which equals 4 times the sum of: i) the total number of shares of Common Stock which are issued and outstanding at the time of conversion, plus ii) the total number of shares of Series B Preferred Stocks which are issued and outstanding at the time of conversion.

The Series A Preferred Stock voting rights are equal to the number of shares of Common Stock which equals 4 times the sum of: i) the total number of shares of Common Stock which are issued and outstanding, plus ii) the total number of shares of Series B Preferred Stocks which are issued and outstanding.

Series B Convertible Preferred Stock

Each share of Series B Preferred Stock is convertible at par value $0.0001 per share (the “Series B Preferred”), at any time, and/or from time to time, into the number of shares of the Corporation's common stock, par value $0.0001 per share (the "Common Stock") equal to the price of the Series B Preferred Stock ($2.50), divided by the par value of the Series B Preferred (par value of $0.0001per share), subject to adjustment as may be determined by the Board of Directors from time to time (the "Conversion Rate").

Based on the $2.50 price per share of Series B Preferred Stock, and a par value of $0.0001 per share for Series B Preferred each share of Series B Preferred Stock is convertible into 250,000 shares of Common Stock.

Each share of Series B Preferred Stock has 10 votes for any election or other vote placed before the shareholders of the Common stock.

The Preferred A stock has a stated value of $0.0001 and no stated dividend rate and is non-participatory. The Series A and Series B has liquidation preference over common stock. The Voting Rights for each share of Series A is equal to 1 vote per share (equal to 4 times the number of common and Preferred B shares outstanding) and Series B Preferred Stock have 10 votes per shares.

The Holder has the right to convert the Preferred A and B to common shares of the Company with the Series A convertible to 4 times the number of common and Preferred B shares outstanding and Series B convertible to 250,000 common shares per Preferred B share. The Preferred Series A and Series B represents voting control based on management’s interpretation of the Company bylaws and Certificate of Designation.

Preferred Stock Transactions

On March 12, 2013, the Company issued 1 share of Series A Convertible Preferred Stock and 39,312 shares of Series B Convertible Preferred Stock to the Twenty Second Trust (a related party) in exchange for a reduction of debt in the amount of $98,281. On January 15, 2015, Tamara Nugent, as trustee for Twenty Second Trust, surrendered one share of Series A Preferred Stock to the Registrant in exchange for $1. As a result of the surrender, the Registrant has no shares of any class or series of Preferred Stock issued or outstanding.

On December 9, 2014, we redeemed the 39,312 shares of Series B Convertible Preferred Stock issued in 2013 to our Chief Executive Officer, by issuing a promissory note in the amount of $98,281. The promissory note is due December 31, 2015 and bears interest at 5%. We valued the shares at their fair values on the date of their conversion to this promissory note and valued the shares at $2,914,843. Because the transaction was with a related party, we recorded the removal of the Series B shares by recording a liability in the amount of $98,281, and reducing the par value of the shares and Additional Paid in Capital by $4 and $98,277, respectively, recording no gain on the conversion.

XML

Property, Plant and Equipment (Tables)

3 Months Ended

Mar. 31, 2015

Property Plant And Equipment Tables

Schedule of Property, Plant and Equipment

Property, Plant and Equipment consists principally of office furniture and equipment and vehicles. Balances at March 31, 2015 and December 31, 2014 are as follows:

	3/31/15 (Unaudited)			12/31/14 (Audited)
Office equipment	$	95,931		$	95,931
Equipment		23,362			23,362
Vehicles		11,912			11,912
Total fixed assets at cost		131,205			131,205
Less: accumulated depreciation		(123,649	)		(123,245	)
Net fixed assets	$	7,556		$	7,960

XML

Subsequent Events

3 Months Ended

Mar. 31, 2015

Notes to Financial Statements

Note 7 - Subsequent Events

On April 20, 2015, the Registrant and Tamara Nugent, as trustee for Twenty Second Trust (the “Trust”), entered into a Common Stock Repurchase Agreement (the “Repurchase Agreement”), whereby the Trust agreed to sell 1,796,571,210 shares of the Registrant’s common stock (the “Repurchased Shares”) to the Registrant in exchange for the sum of $17,966. The Consideration was paid in the form of $3,653 cash from the Registrant and secured by a non-interest bearing demand note issued by the Registrant for $14,313. The Repurchased Shares will be held in treasury by and in the name of the Registrant.

On April 22, 2015, the Registrant entered into a Share Exchange Agreement (“SEA”) with Click Evidence Inc. (“Click”), an Arizona corporation, and certain shareholders of Click, whereby the Selling Shareholders agreed to sell not less than 90% of all 14,146,230 of the issued and outstanding shares of Click common stock to the Registrant in exchange for restricted shares of the Registrant’s common stock (the “Share Exchange”). Under the terms and subject to the provisions of the SEA, each of the Selling Shareholders will receive 126 and a fraction restricted shares of Roadships common stock for each share of Click common stock sold to the Registrant, and a change of officers would be implemented.

On May 21, 2015, this SEA transaction was closed, accompanied with the resignation of Robert McClelland as Vice President but remaining as a director, the resignation of Micheal Nugent as President, CEO, CFO and Chief Accounting Officer but remaining as a director, and the appointment of Jon N Leonard as President, CEO, CFO and Chief Accounting Officer, and as a director and Chairman of the Board.

We have evaluated subsequent events through the date of this report.

XML

Basis of Presentation and Summary of Significant Accounting Policies (Policies)

3 Months Ended

Mar. 31, 2015

Basis Of Presentation And Summary Of Significant Accounting Policies Policies

Consolidated Financial Statements

In the opinion of management, the accompanying financial statements includes all adjustments (which include only normal recurring adjustments) necessary to present fairly the financial position, results of operations, and cash flows for the period ending March 31, 2015. Preparing financial statements requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue, and expenses. Interim results are not necessarily indicative of results for a full year. The information included in this Form 10-Q should be read in conjunction with information included in our audited financial statements for the period ended December 31, 2014, as reported in Form 10-K filed with the Securities and Exchange Commission on July 9, 2015.

Management further acknowledges that it is solely responsible for adopting sound accounting practices, establishing and maintaining a system of internal accounting control and preventing and detecting fraud. The Company's system of internal accounting control is designed to assure, among other items, that 1) recorded transactions are valid; 2) valid transactions are recorded; and 3) transactions are recorded in the proper period in a timely manner to produce financial statements which present fairly the financial condition, results of operations and cash flows of the Company for the respective periods being presented.

Principles of Consolidation

Our consolidated financial statements include the accounts of Roadships Holdings, Inc. and all majority-owned subsidiaries. All significant inter-company accounts and transactions are eliminated in consolidation.

Property, Plant and Equipment

We record our property plant and equipment at historical cost. The estimated useful lives of these assets range from three to seven years and are depreciated using the straight-line method over the asset’s useful life.

Foreign Currency Risk

We currently have two subsidiaries operating in Australia. At March 31, 2015 and December 31, 2014, we had $0 and $500 Australian Dollars, respectively ($0 and $407 US Dollars, respectively) deposited into Australian banks.

Use of Estimates

The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Net Loss Per Share

Basic and diluted net loss per share calculations are calculated on the basis of the weighted average number of common shares outstanding during the year. The per share amounts include the dilutive effect of common stock equivalents in years with net income. Basic and diluted loss per share is the same for the three months ended March 31, 2015 as the effect of our potential common stock equivalents would be anti-dilutive.

Recent Accounting Pronouncements

In June 2014, the FASB issued ASU No. 2014-10: Development Stage Entities (Topic 915): Elimination of Certain Financial Reporting Requirements, Including an Amendment to Variable Interest Entities Guidance in Topic 810, Consolidation , to improve financial reporting by reducing the cost and complexity associated with the incremental reporting requirements of development stage entities. The amendments in this update remove all incremental financial reporting requirements from U.S. GAAP for development stage entities, thereby improving financial reporting by eliminating the cost and complexity associated with providing that information. The amendments in this Update also eliminate an exception provided to development stage entities in Topic 810, Consolidation, for determining whether an entity is a variable interest entity on the basis of the amount of investment equity that is at risk. The amendments to eliminate that exception simplify U.S. GAAP by reducing avoidable complexity in existing accounting literature and improve the relevance of information provided to financial statement users by requiring the application of the same consolidation guidance by all reporting entities. The elimination of the exception may change the consolidation analysis, consolidation decision, and disclosure requirements for a reporting entity that has an interest in an entity in the development stage. The amendments related to the elimination of inception-to-date information and the other remaining disclosure requirements of Topic 915 should be applied retrospectively except for the clarification to Topic 275, which shall be applied prospectively. For public companies, those amendments are effective for annual reporting periods beginning after December 15, 2014, and interim periods therein. Early adoption is permitted. The adoption of ASU 2014-10 is not expected to have a material impact on our financial position or results of operations.

XML

Basis of Presentation and Summary of Significant Accounting Policies (Details Narrative) - USD ($)	Mar. 31, 2015	Dec. 31, 2014
Basis Of Presentation And Summary Of Significant Accounting Policies Details Narrative
Deposits in Bank	$ 0	$ 407

XML

Consolidated Statement Of Stockholders Equity / (Deficit) - USD ($)	Common Stock	Preferred Stock Series A	Preferred Stock Series B	Accumulated Other Comprehensive Income	Additional Paid-In Capital	Accumulated Deficit	Total
Beginning Balance, Shares at Dec. 31, 2013	2,987,633,430	1	39,312
Beginning Balance, Amount at Dec. 31, 2013	$ 29,876	$ 1	$ 4	$ (11,325)	$ 32,759,839	$ (32,832,647)	$ (54,252)
Preferred shares exchanged for debt, Shares			(39,312)
Preferred shares exchanged for debt, Amount			$ (4)		(98,277)		(98,281)
Foreign currency translation adjustment				6,423			6,423
Net loss						(77,140)	(77,140)
Ending Balance, Shares at Dec. 31, 2014	2,987,633,430	1
Ending Balance, Amount at Dec. 31, 2014	$ 29,876	$ 1		(4,902)	32,661,562	(32,909,787)	(223,250)
Foreign currency translation adjustment				5,847			$ 5,847
Preferred A shares surrendered, Shares		(1)
Preferred A shares surrendered, Amount		$ (1)			1
Net loss						(82,140)	$ (82,140)
Ending Balance, Shares at Mar. 31, 2015	2,987,633,430
Ending Balance, Amount at Mar. 31, 2015	$ 29,876			$ 945	$ 32,661,563	$ (32,991,927)	$ (299,543)

XML

Related Party Transactions

3 Months Ended

Mar. 31, 2015

Notes to Financial Statements

Note 4 - Related Party Transactions

For the three months ended March 31, 2015 and 2014, we had the following transactions with the Twenty Second Trust (the “Trust”), the trustee of whom is Tamara Nugent, the wife of our major shareholder and former Chief Executive Officer, Micheal Nugent:

· We received $18,606 and $4,877, respectively, in cash loans to pay operating expenses and repaid $0 and $3,439, respectively, in principal.

· We accrued $2,396 and $589, respectively, in interest payable to the Trust and paid $0 and $402, respectively, in interest payments.

According to our agreement with Mr. Nugent, we accrue interest on all unpaid amounts at 5%. Principal and interest are callable at any time. If principal and interest are called and not repaid, the loan is considered in default after which interest is accrued at 10%.

As of the date of this report, no principal or interest has been called by the maker of the note. The outstanding balance at March 31, 2015 is $201,462 and $3,066, respectively, for principal and interest.

On December 9, 2014, we redeemed 39,312 shares of Series B Convertible Preferred Stock issued in 2013 to our Chief Executive Officer, by issuing a promissory note in the amount of $98,281. The promissory note is due December 31, 2015 and bears interest at 5% (see Note 5).